ESTEE LAUDER COMPANIES INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to §240.14a-12

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

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September 25, 2025​

Dear Fellow Stockholder:

You are cordially invited to attend the 2025 Annual Meeting of Stockholders. It will be held on Thursday, November 13, 2025, at 9:00 a.m., Eastern Time, where we will ask you to vote on the items set forth in the Notice of Annual Meeting of Stockholders below. Our Annual Meeting will be held in a virtual-only meeting format via live webcast on the Internet.

Please submit your proxy online or by telephone, or request a printed copy of the proxy materials and return the completed proxy card by mail. Instructions on each of these voting methods are outlined in this Proxy Statement. Please submit your proxy as soon as possible.

As this is the first annual meeting to take place since the passing of my father and Chairman Emeritus, Leonard A. Lauder, I want to take a moment to remember him and, on behalf of our Board, our executive team, myself and the rest of the Lauder family extend our heartfelt gratitude for the sympathy shared. We were profoundly moved by the outpouring of compassion by so many, including employees, stockholders and customers. Your condolences celebrated a life beautifully lived and a legacy deeply felt, recognizing how he uniquely shaped and revolutionized not just our Company but also the beauty industry.

Thank you for your continued support.

YOUR VOTE IS IMPORTANT. PLEASE PROMPTLY SUBMIT YOUR PROXY

ONLINE, BY TELEPHONE, OR MAIL.

767 Fifth Avenue

New York, New York 10153

Notice of Annual Meeting of Stockholders

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Date: Thursday, November 13, 2025​

Time: 9:00 a.m., Eastern Time​

Meeting Format:

We are holding the 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”) in a virtual-only meeting format via live webcast on the Internet. You will not be able to attend at a physical location. Stockholders will be able to join and attend online by logging in atwww.virtualshareholdermeeting.com/EL2025.

Additional information is provided below, including under the heading “How can I attend the virtual-only Annual Meeting?”

ITEMS OF BUSINESS:

To elect the five Class II Director Nominees named in the accompanying proxy statement as Directors to serve until the 2028 Annual Meeting of Stockholders and the one Class I Director Nominee named in the accompanying proxy statement to serve until the 2027 Annual Meeting of Stockholders;

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To ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as independent auditors for the 2026 fiscal year;

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To provide an advisory vote to approve executive compensation;

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To approve amendments to the Restated Certificate of Incorporation to eliminate the monetary liability of certain officers as permitted by Delaware law and to make certain miscellaneous changes to Article IV thereof; and

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To approve amendments to the Restated Certificate of Incorporation to make certain miscellaneous changes to Articles V and VI thereof.

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The proposed amendments to the Restated Certificate of Incorporation as set forth in Appendices B and C to the accompanying proxy statement are hereby incorporated by reference into this Notice.

We also will transact such other business as may properly come before the meeting and any adjournments or postponements of the meeting.

THE BOARD OF DIRECTORS URGES YOU TO SUBMIT YOUR PROXY ONLINE OR BY TELEPHONE OR BY REQUESTING A PRINTED COPY OF THE PROXY MATERIALS AND COMPLETING AND RETURNING BY MAIL THE PROXY CARD YOU RECEIVE IN RESPONSE TO YOUR REQUEST.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2025 ANNUAL MEETING TO BE HELD ON NOVEMBER 13, 2025: The Company’s Proxy Statement for the 2025 Annual Meeting and the Annual Report on Form 10-K for the fiscal year ended June 30, 2025 with certain exhibits (which constitutes the “Annual Report to Stockholders”) are available atwww.proxyvote.com.